Group Eleven Announces Upsize of Private Placement to $3,000,000 from $2,000,000;
Group Eleven Announces Upsize of Private Placement to $3,000,000
from $2,000,000;
Not for dissemination in the United States or for distribution to U.S. wire services
Vancouver, British Columbia, December 14, 2023 – Group Eleven Resources Corp. (the “ Company”)
(TSX.V: ZNG; OTC: GRLVF; FRA: 3GE) is pleased to announce that it has increased the size of its non-
brokered private placement (the “Private Placement”), as described in the Company’s news release dated
December 12, 2023.
The Company now intends to issue 25,000,000 units of the Company (each, a “Unit”) at a price of $0.12
per Unit for gross proceeds of $3,000,000 (from $2,000,000 previously). All currency in this news release
is denominated in Canadian dollars.
Each Unit will consist of one common share in the capital of the Company (a “Common Share”) and one-
half of one non-transferrable common share purchase warrant (each whole warrant, a “Warrant”). Each
Warrant will entitle the holder to purchase one additional common share in the capital of the Company
(a “Warrant Share”) for a period of 24 months from the date of issue at an exercise price of $0.18 per
Warrant Share.
The Private Placement will b e made available to subscribers pursuant to the accredited investor and
friends, family and business associate exemptions provided under sections 2.3(1) and 2.5 of National
Instrument 45-106 Prospectus Exemptions.
The Company may pay finders’ fees in connection with the Private Placement to certain eligible finders in
the form of: (i) a cash commission of up to 6% of the gross proceeds raised under the Private Placement
from investors introduced to the Company by the finder; and (ii) the issuance of such number of non -
transferable common share purchase warrants of the Company (the “Finder’s Warrants”) equal to up to
6% of the Units issued to investors introduced to the Company by the finder.
The Company intends to use the proceeds from the Private Placement primarily for follow-up drilling on
the Company’s Ballywire zinc-lead-silver discovery at the PG West project (100%-interest) in Ireland, as
well as for general working capital purposes. There may be circumstances , however, where, for sound
business reasons, a reallocation of funds may be necessary.
Michael Gentile has committed to subscribe for 1,250,000 Units in the Private Placement for an aggregate
purchase price of $1 50,000. Mr. Gentile currently holds 28,799,502 Common Shares and 7,724,777
common share purchase warrants of the Company. These Common Shares and warrants represent
approximately 16.46% of the Company’s issued and outstanding Common Shares on an undiluted basis
and approximately 19.9 9% of the Company’s issued and outstanding Common Shares on a partially
diluted basis. Following the completion of the Private Placement and assuming the Private Placement is
fully sold, Mr. Gentile would beneficially own and control an aggregate of 30,049,502 Common Shares
and 8,349,777 warrants, representing approximately 15.03% of the Company’s issued and outstanding
Common Shares on an undiluted basis and approximately 1 8.43% of the Company’s issued and
outstanding Common Shares on a partially diluted basis. The participation by Mr. Gentile, and the
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participation of other insiders of the Company, if any, in the Private Placement, will be considered a
related party transaction within the meaning of Multilateral Instrument 61 -101 – Protection of Minority
Security Holders in Special Transactions ("MI 61-101"). The Private Placement will be exempt from the
formal valuation and minority shareholder approval requirements of MI 61-101 as neither the fair market
value of the securities issued to related parties nor the consideration for such securities will exceed 25%
of the Company’s market capitalization.
The Private Placement is subject to all necessary regulatory approvals including acceptance from the TSX
Venture Exchange (the “TSXV”). All securities issued in connection with the Private Placement will be
subject to a four-month hold period from the closing date under applicable Canadian securities laws, in
addition to such other restrictions as may apply under applicable securities laws of jurisdictions outside
Canada.
The ownership percentages of Common Shares described above are based on the Company having
174,968,168 Common Shares issued and outstanding as of the date of this news release and 199,968,168
Common Shares outstanding upon completion of the Private Placement.
About Group Eleven Resources
Group Eleven Resources Corp. (TSX.V: ZNG; OTC: GRLVF and FRA: 3GE) is a mineral exploration company
focused on advanced stage zinc exploration in Ireland. Additional information about the Company is
available at www.groupelevenresources.com.
ON BEHALF OF THE BOARD OF DIRECTORS
Bart Jaworski, P.Geo.
Chief Executive Officer
For more information, please contact:
Bart Jaworski, Chief Executive Officer or Jeannine Webb, Chief Financial Officer
E: [email protected] | T: +353-85-833-2463
E: [email protected] | T: 604-644-9514
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the
policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this
release.
Cautionary Note Regarding Forward-Looking Information
This release includes certain statements and information that may constitute forward-looking information
within the meaning of applicable Canadian securities laws. Forward -looking statements relate to future
events or future performance and reflect the exp ectations or beliefs of management of the Company
regarding future events. Generally, forward-looking statements and information can be identified by the
use of forward -looking terminology such as “intends” or “anticipates”, or variations of such words and
phrases or statements that certain actions, events or results “may”, “could”, “should”, “would” or “occur”.
This information and these statements, referred to herein as "forward‐looking statements", are not
historical facts, are made as of the date of thi s news release and include without limitation, statements
regarding discussions of future plans, estimates and forecasts and statements as to management's
expectations and intentions with respect to, among other things: the terms of the Private Placement; the
anticipated proceeds to be raised under the Private Placement; the use of any proceeds raised under the
Private Placement; insider participation under the Private Placement and the payment of finder’s fees in
connection with the Private Placement.
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These forward‐looking statements involve numerous risks and uncertainties and actual results might differ
materially from results suggested in any forward -looking statements. These risks and uncertainties
include, among other things: delays in obtaining or failures to obtain required regulatory and TSXV
approvals for the Private Placement ; market uncertainty; risks related to the Company’s drilling
operations; and the inability of the Company to raise the anticipated proceeds under the Private
Placement.
In making the forward looking statements in this news release, the Company has applied several material
assumptions, including without limitation, that: the Company will obtain the required regulatory and TSXV
approvals for the Private Placement; the Company will be able to raise the anticipated proceeds under the
Private Placement; the Company’s financial condition and development plans do not change as a result of
unforeseen events; and the Company will use the proceeds of the Private Placement as current ly
anticipated.
Although management of the Company has attempted to identify important factors that could cause
actual results to differ materially from those contained in forward-looking statements or forward-looking
information, there may be other factors that cause results not to be as anticipated, estimated or intended.
There can be no assurance that such statements will prove to be accurate, as actual results and future
events could differ materially from those anticipated in such statements. Accordingly, readers should not
place undue reliance on forward -looking statements and forward -looking information. Readers are
cautioned that reliance on such information may not be appropriate for other purposes. The Company
does not undertake to update any forward -looking statement, forward-looking information or financial
out-look that are incorporated by reference herein, except in accordance with applicable securities laws.
We seek safe harbor.